Director Luzviminda G. Padilla

June 3, 1983 Director Luzviminda G. Padilla Licensing & Regulation Office Philippine Overseas Employment Administration C.J. Valdez Bldg., 1130 Perez St. Paco, Manila Madam: This refers to your letter dated April 19, 1983, requesting the advice of the Commission on the queries posed therein. It appears therein that the Licensing and Regulation Office of the Philippine Overseas Employment Administration is confronted with a problem as to which of the three (3) partnerships registered with the SEC a license to recruit and deploy workers overseas belong. LexLib In this regard, you now pose the queries quoted hereunder: 1. Whether or not the Horst Selig International Placement & Trading Co. Ltd. with entry No. 60090, registered in May 22, 1981 has been dissolved. If dissolved, when did dissolution take effect? . . . 2. Whether or not H.S. International Trading & Placement Co. with SEC Reg. No. 2858 has also been dissolved? If dissolved, when did dissolution take effect? . . . 3. Whether or not a third partnership, Horst Selig International Placement & Trading Co. Ltd. registered under entry No. 31589 acquired a separate juridical personality from that registered under entry no. 60090. Anent your first query, please be informed that the articles of partnership of Horst Selig International Placement and Trading Co. Ltd. was duly recorded with the Commission on May 22, 1981. However, on March 16, 1982, the Commission recorded a deed of assignment of partnership's interest executed on November 5, 1981 by Tom Velasquez in favor of the remaining partner Horst Selig, thereby dissolving said partnership as of said date. In this connection, it has been ruled that "the sale by a partner of his interest in partnership property constitutes cause for the dissolution of the partnership." (68 CJS p. 842 citing Kist v. Coughling). As regards your second query, please be advised that H.S. International Trading and Placement Company whose articles of partnership was recorded in the Commission on April 22, 1982, is not yet considered dissolved as far as this Office is concerned since the partners thereto failed to submit a duly executed deed of withdrawal of Arturo L. Limoso. The notice sent by the company informing the Commission of the withdrawal of said partner from the partnership accompanied by a xerox copy of the letter of withdrawal addressed to the Ministry of Labor, is not sufficient to justify its dissolution. Besides, it has been the policy of this Commission to require any dissolving partnership, a tax clearance from the Bureau of Internal Revenue prior to its dissolution. Relative to your third query, Horst Selig International Placement & Trading Company Ltd., whose articles of partnership was recorded with the Commission on May 13, 1982, acquired a legal personality, separate and distinct from the two companies above-mentioned. This Commission, however, has no knowledge as to whether there was a transfer of license from the first partnership to the second and/or third one in violation of Article 29 of the Labor Code prohibiting against transfer of license. Very truly yours, (SGD.) JESUS J. VALDES Associate Commissioner